FORM 20-F/A Brookfield Property Partners L.P. - Brookfield Asset ...

1.1.15 “Equity Enhancement Distribution” has the meaning assigned thereto in Section 7.4;1.1.16 “Expense Statement” has the meaning assigned thereto in Section 7.7;1.1.17 “Expenses” has the meaning assigned thereto in Section 7.5.2;1.1.18 “Fair Market Value” means, with respect to a Unit, (i) if such Unit is listed on a stock exchange or public quotationsystem, the Trading Price of such Unit, or (ii) if such Unit is not listed on a stock exchange or public quotation system, the fairmarket value of such Unit determined by the Governing Body of the BPY General Partner;1.1.19 “Fee Amount” means an amount equal to $50 million, which amount shall be adjusted for inflation annually beginningon January 1, 2014 at the Inflation Factor;1.1.20 “Governing Body” means (i) with respect to a corporation or limited company, the board of directors of such corporationor limited company, (ii) with respect to a limited liability company, the manager(s) or managing partner(s) of such limitedliability company, (iii) with respect to a partnership, the board, committee or other body of each general partner or managingpartner of such partnership, that serves a similar function (or if any such general partner or managing partner is itself apartnership, the board, committee or other body of such general or managing partner’s general or managing partner that serves asimilar function), and (iv) with respect to any other Person, the body of such Person that serves a similar function, and in thecase of each of (i) through (iv) includes any committee or other subdivision of such body and any Person to whom such bodyhas delegated any power or authority, including any officer or managing director;1.1.21 “Governing Instruments” means (i) the Memorandum of Association and Bye-laws in the case of any exemptedcompany existing under the Laws of Bermuda, (ii) the certificate of incorporation, amalgamation or continuance, as applicable,and by-laws in the case of a corporation, (iii) the memorandum and articles of association in the case of a limited company,(iv) the partnership agreement in the case of a partnership, (v) the articles of formation and operating agreement in the case of alimited liability company, (vi) the trust instrument in the case of a trust and (vii) any other similar governing document underwhich an entity was organized, formed or created or operates, including any conflict guidelines or protocols in place from timeto time;1.1.22 “Governmental Authority” means any (i) international, multinational, national, federal, provincial, state, regional,municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body,commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) self-regulatory organization or stock exchange,(iii) subdivision, agent, commission, board, or authority of any of the foregoing, or (iv) quasi-governmental or private bodyexercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing;1.1.23 “Governmental Charge” has the meaning assigned thereto in Section 7.6;-3 -